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This form is exclusively for SUBSCRIBING TO THE REAL-TIME FORECAST FEED (RTFF) CONFIRMATION ONLY. Completing the information on this page and hitting the Confirm button below subscribes you to the RTFF Service for an initial 1 year term, automatically renewing unless cancelled 60 days before the end of the term. The price for Basic RTFF is a monthly subscription fee of $1,500 billed quarterly, with first payment due 30 days after confirmation of your subscription (completing the information on this page and hitting the Confirm button below). Upon submitting this form and agreeing to the general terms and conditions below, your company will receive an invoice from Weather Insight. Basic RTFF includes all 6 government model runs for 0Z and 12Z: GFS, GFS Ensemble and European Ensemble. Basic RTFF provides temperature (point forecast, as well as max and min for the previous 3 hours) for our core 41 North American cities. If you have interest in additional cities (over 400 available) or additional weather variables (16 available) please contact us at sales@weatherinsight.com or complete the Send Info form.
SECTION 1. Services Weather Insight L.P. (“WI”) will grant the “Subscriber” (as described in the online sign-up form for this Service) access to Real-Time Forecast Feed (hereinafter collectively referred to as the "Service") as long as Subscriber is current on fee payments. SECTION 2. Use of the Services a. Subscriber shall be required to provide certain hardware and software requirements to properly meet the operational support to utilize the Service most efficiently, including: an internet connection with a speed of no less than 100K after data packet filters and/or in-house security/firewall systems, and [2] a database with the appropriate data model and maintenance and backup routines. b. Subscriber shall not directly or indirectly transmit, broadcast, redistribute, forward or deliver the Service or any part of the data, information, images or other products which constitute the Service to any other person or entity, in any format, or by any means. The Service shall not be assigned, nor is it transferable, without prior written consent of WI. c. Subscriber will limit the number of queries against the WI server to a maximum of 4 per minute and data download volume to 2 gigabytes per day. SECTION 3. License and Subscription Fees a. The fee for the Service (“Subscription Fee”) is $1,500 per month. b. Should Weather Insight elect to change the Subscription Fee, it will notify Subscriber of the proposed Subscription Fee change within sixty (60) days of the effective date of the Subscription Fee change. Notwithstanding Section 10 of this Agreement, posting of notice on WI’s main website or an email shall constitute notice. SECTION 4. Billing and Payment a. The Monthly Subscription Fees are due quarterly in advance on the first day of each calendar quarter (the "Payment Date"). b. However, the initial Subscription Fee payment is due 30 days from the date (“Effective Date”) on which confirmation of the subscription is completed via the online signup and confirmation process. The initial Subscription Fee payment is determined by adding the Monthly Subscription Fee for every full month to any prorated Monthly Subscription Fee for any partial month in the current quarter of the Effective Day. c. Failure of payment by the due date shall render due and payable all sums due under the terms of this Agreement plus a late payment charge of one and one half percent per month from the date due until the date paid. If any delinquent amount is not paid within ten (10) days of the date due, Weather Insight may suspend or terminate the Service. SECTION 5. Term and Termination a. The initial term of this Agreement shall be for twelve (12) month(s) and will commence on the Effective Date; thereafter, this Agreement shall renew for successive terms until terminated by either Party by written notice of termination given at least 60 days prior to the end of an annual term. b. Either Party may terminate all or less than all of this Agreement by written notice to the other if the other Party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceeding under any bankruptcy or insolvency law, whether domestic or foreign, or has wound up or liquidated its business, voluntarily or otherwise. SECTION 6. Confidentiality of Information The Subscriber shall not use the Service nor the data obtained therefrom ("Data") to seek royalty payments, rights and/or licenses from others to: (1) use, reproduce, re-project, or otherwise sale, market or disseminate the Service and Data on public or private web sites and/or exchanges, on any produced product or paper or via email or attached file to an email, to persons outside the Subscriber’s specific location of use and/or the assigned users at the Subscriber location; (2) sub-license the Service or Data to such a customer(s), or (3) use the Data on Subscriber computer hardware and operating systems as would be necessary to support and maintain the Service and Data for such a Customer(s). A “Customer” shall mean a third party entity that would be granted a license to or other right to use the Service or Data from Subscriber. SECTION 7. Copyright, Storage and Ownership of Service All information, data, images, and other things comprising the Service are to be considered copyrighted by Weather Insight and they remain the sole and exclusive property of Weather Insight. Subscriber is authorized to use such for the purposes stated herein and to store such information for future internal use shall only be in accordance with the terms of this Agreement. SECTION 8. Obligations Upon Termination of Service Upon the termination of this Agreement for any reason, all access to the Service granted hereunder shall immediately terminate, and Subscriber shall promptly delete the Data, software and any documentation or materials related to the Service, whether modified or included with other data, software or media, and shall certify in writing to Weather Insight that Subscriber has not retained the Data, software and any documentation or materials related to the Service. Termination will not affect Subscriber’s obligation to pay all amounts due to Weather Insight prior to termination or, where applicable, after termination. SECTION 9. Events Beyond Control Weather Insight shall not be held responsible for any failure or malfunction in power or communications nor the failure or refusal of third party transmission intermediaries to perform, continue or renew their contractual arrangements with Weather Insight, nor inability to perform occasioned by such or by labor strife, war, riot, acts of God and Nature, or other events beyond the control of Weather Insight. If the Service or delivery is disrupted by any such event(s), Weather Insight's obligations shall be suspended during the period of occurrence for such disrupting event(s). Subscriber is advised and informed that the Government issues official notices, watches, warnings, and advisories, bulletins and other communication. Subscriber should keep advised of same. SECTION 10. Warranties a. Weather Insight makes no express or implied warranties or affirmations that weather will occur or has occurred as the reports, forecasts, graphics, data or information comprising the Service state, represent or depict and it shall have no responsibility or liability whatsoever to Subscriber or any other person or entity, parties and nonparties alike, for any inconsistency, inaccuracy or omission for weather or events predicted or depicted, reported, occurring or occurred. Weather Insight makes no warranties hereunder, and this disclaimer of warranties includes, but is not limited to, the warranties of merchantability and fitness for a particular purpose. b. Each Party warrants and represents to the other that it has the necessary corporate and legal authority to enter into this Agreement. SECTION 11. Choice of Laws and Written Notice a. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TEXAS, NOTWITHSTANDING ANY CONFLICT-OF-LAWS DOCTRINES OF SUCH STATE OR OTHER JURISDICTION TO THE CONTRARY. THIS SECTION 10(a) SHALL SURVIVE TERMINATION OF THIS AGREEMENT. VENUE FOR ALL DISPUTES ARISING UNDER THIS AGREEMENT SHALL BE EXCLUSIVE TO THE COURTS IN HOUSTON, TEXAS. b. Written notice of termination and requests for credit shall be provided in the following manner delivered by overnight courier to the following address: WI: Weather Insight LP 2925 Briarpark Dr., Suite 675 Houston, Texas 77042 Attn: Stephen Mitchell Subscriber: To the address provided in the Subscription Form SECTION 12. Indemnification and Limitation of Liability a. Subscriber shall and does hereby indemnify, defend and save harmless Weather Insight, from and against all claims, demands, actions, causes of action, damages, charges and expenses, including reasonable attorney fees, that Weather Insight may sustain by reason of Subscriber's breach of any of the terms, covenants or conditions of the Agreement, or other claims against Weather Insight arising from this Agreement. b. Weather Insight shall and does hereby indemnify, defend and save harmless Subscriber from and against any and all claims, demands, actions or causes of action, damages, charges and expenses, including reasonable attorney fees, that are asserted against Subscriber by any person or entity arising out of any allegation that any element of the Services infringe upon or misappropriate a copyright, trade secret, patent or other proprietary right of any third party, that Subscriber may sustain as a result of use of the Services. c. REGARDLESS OF THE LEGAL OR EQUITABLE BASIS OF ANY CLAIM, IN NO EVENT SHALL WEATHER INSIGHT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM INACCURATE OR LOST DATA, LOSS OF USE, OR LOSS OF REVENUES OR PROFITS, THE FURNISHING OF SOFTWARE AND MAINTENANCE, OR THE USE OR PERFORMANCE OF SOFTWARE, EVEN IF WEATHER INSIGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF AND TO THE EXTENT ANY PAYMENT REQUIRED TO BE MADE PURSUANT TO THIS AGREEMENT OR DAMAGE LIMITATION SET FORTH HEREIN IS DEEMED TO CONSTITUTE LIQUIDATED DAMAGES, THE PARTIES ACKNOWLEDGE AND AGREE THAT SUCH DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND THAT SUCH PAYMENT IS INTENDED TO BE A REASONABLE APPROXIMATION OF THE AMOUNT OF SUCH DAMAGES AND NOT A PENALTY. d. Determination of the suitability of the Service furnished hereunder at the specifications set forth herein for the use contemplated by Subscriber is the sole responsibility of Subscriber, and Weather Insight shall have no responsibility in connection therewith. e. Express Negligence. THE INDEMNIFICATION, RELEASE AND ASSUMPTION PROVISIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE APPLICABLE WHETHER OR NOT THE LOSSES, COSTS, EXPENSES AND DAMAGES IN QUESTION AROSE SOLELY OR IN PART FROM THE ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF ANY INDEMNIFIED PARTY. SUBSCRIBER AND WEATHER INSIGHT ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS CONSPICUOUS. SECTION 13. Entire Agreement Contained Herein This Agreement contains the entire agreement between the Parties in respect of the subject matter hereof, and there are no other understandings or agreements between the Parties in respect thereof. No change, modification, or amendment of this Agreement shall be effective unless in writing and executed by the authorized officers of each of the Parties. SECTION 14. Other a. The Parties may execute a mutually acceptable addendum to this Agreement to include any additional services, development, weather data and/or weather graphics for negotiated terms specific to the referenced item. This mutually acceptable Addendum will become a binding part of this Agreement. b. Independent Contractor. This Agreement does not create, and shall not be construed to create, any employer-employee, joint venture, agency, partnership, fiduciary, master and servant or bailment relationship between the Parties, nor shall it be construed to grant a franchise under either Federal, state or any other law. No officer, employee, agent, servant or independent contractor of any Party or its respective affiliates shall at any time be deemed to be an employee, servant, agent or contractor of any other Party for any purpose whatsoever. Weather Insight, in furnishing all services to Subscriber hereunder, is providing such services only as an independent contractor. c. No Implied Rights or Remedies. Except as otherwise expressly provided herein, nothing herein expressed or implied is intended or shall be construed to confer upon or to give any person, firm, or corporation, other than the Parties and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. Except as otherwise expressly provided herein, there are no third party beneficiaries to this Agreement. d. Compliance with Laws. Each Party agrees to comply with the provisions of all applicable governmental laws, regulations or ordinances and shall be responsible for obtaining any and all authorizations from any applicable governmental authority that may be required hereunder including, but not limited to, the export control laws of the United States of America. e. Taxes. Subscriber shall be solely responsible for all taxes relating to its license of the Service, including but not limited to use, ad valorem, value-added and sales taxes; provided, however, that Weather Insight shall be responsible for all income taxes based upon Weather Insight's income. f. Assignments, Subcontracting and Parties in Interest. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns. Except for the limited circumstance set forth in the following sentence, this Agreement shall not be assigned in whole or in part by Subscriber without the prior written consent of Weather Insight. Weather Insight may assign this Agreement without the consent of Subscriber. g. State of Limitations. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE APPLICABLE STATUTE OF LIMITATIONS FOR ANY ACTION BY SUBSCRIBER AGAINST WEATHER INSIGHT FOR ANY BREACH OF THIS AGREEMENT SHALL BE REDUCED TO TWO (2) YEARS AFTER ANY SUCH BREACH OR OTHER EVENT CONSTITUTING THE BASIS FOR SUCH CLAIM. HOWEVER, IN NO EVENT SHALL THIS SECTION BE CONSTRUED TO EXTEND THE STATUTE OF LIMITATIONS APPLICABLE TO SUCH CLAIM OR TO REDUCE ANY STATUTE OF LIMITATION BELOW ANY MINIMUM PERIOD REQUIRED BY LAW. IN WITNESS WHEREOF, the Parties hereto have signed this Agreement effective as of this date.

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